iRhythm Holdings, Inc.

For the period ended Dec 31, 2023. Filed Apr 11, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Apr 11, 2024

IRTC$90.22-30.7%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

	Filed by the Registrant ☒	Filed by a Party other than the Registrant ☐
	Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12
	IRHYTHM TECHNOLOGIES, INC.
	(Name of Registrant as Specified In Its Charter)
	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
	Payment of Filing Fee (Check all boxes that apply):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 10, 2024

To Our Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of iRhythm Technologies, Inc. (the “Annual Meeting”), which will be held virtually at www.virtualshareholdermeeting.com/IRTC2024 on Wednesday, May 29, 2024, at 9:00 a.m. Pacific Time. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore we have chosen this over an in-person meeting. This approach also lowers costs and enables participation from our global community. The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. The Annual Meeting materials include the Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report to stockholders, each of which has been furnished to you over the internet or, if you have requested a paper copy of the materials, by mail.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by Internet, telephone or, if you received a paper copy of the meeting materials by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting or to vote your shares at the Annual Meeting.

Sincerely,

/s/ Quentin S. Blackford

Quentin S. Blackford

Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON WEDNESDAY, MAY 29, 2024. THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Time and Date:	Wednesday, May 29, 2024, at 9:00 a.m. Pacific Time
Place:	Virtually at www.virtualshareholdermeeting.com/IRTC2024. There is no physical location for the Annual Meeting.
Items of Business:	1.Elect nine directors to serve until our next annual meeting of stockholders or until their successors are duly elected and qualified.
	2.Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024.
	3.Approve, on a non-binding advisory basis, the compensation of our named executive officers.
	4.Approve an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the company as permitted pursuant to recent amendments to the Delaware General Corporation Law.
	5.Select, on a non-binding advisory basis, whether future advisory votes on the compensation of our named executive officers should be every 1, 2, or 3 years.
	6.Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Record Date:	April 3, 2024, which we refer to as our Record Date. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and attendance of and voting at, the meeting and any adjournments thereof.
Participation in Annual Meeting:	We are pleased to invite you to participate in our Annual Meeting, which will be conducted exclusively online at www.virtualshareholdermeeting.com/IRTC2024. We believe the virtual format makes it easier for stockholders to attend, and participate fully and equally in, the Annual Meeting because they can join with any internet-connected device from any location around the world at no cost. Our virtual meeting format helps us engage with all stockholders–regardless of size, resources, or physical location, saves us and stockholders’ time and money, and reduces our environmental impact. Please see “General Information About the Meeting” for additional information.Your vote is very important to us. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting. For specific instructions on how to vote your shares, please see “Information About Solicitation and Voting” beginning on page 11 of the Proxy Statement.
Voting:	Each share of common stock that you own represents one vote. For questions regarding your stock ownership, you may contact us through our website at https://investors.irhythmtech.com or, if you are a registered holder, through our transfer agent, Equiniti Trust Company, through its website at www.shareowneronline.com or by phone at (800) 401-1957 (US residents).

This Notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 10, 2024.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.

	By Order of the Board of Directors,
/s/ Quentin S. Blackford
Quentin S. Blackford
Chief Executive Officer
San Francisco, California
April 10, 2024

TABLE OF CONTENTS

Page · Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	2	PROPOSAL NO. 3 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	38
PROXY STATEMENT SUMMARY	3	PROPOSAL NO. 4 APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	39
Proposals to be Voted On and Board Voting Recommendations	3	PROPOSAL NO. 5 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	40
Key Business Highlights	4	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	41
Corporate Governance Highlights	6	EXECUTIVE COMPENSATION	42
Board of Directors Highlights	7	Executive Officers	42
Environment, Social and Governance Highlights	10	Compensation Discussion and Analysis	46
GENERAL INFORMATION ABOUT THE MEETING	11	Pay for Performance Philosophy	46
Purpose of the Annual Meeting	11	Executive Compensation Philosophy	47
Record Date; Quorum	12	Executive Compensation Policies and Practices	48
Participating in the Annual Meeting	12	Governance and Executive Compensation Program	48
Voting Rights; Required Vote	13	Market Comparators	50
Recommendation of Our Board of Directors on Each of the Proposals Scheduled to be Voted on at the Annual Meeting	14	Individual Compensation Elements	52
Abstentions and Withhold Votes; Broker Non-Votes	14	Long-Term Strategic PSU Award	58
Voting Instructions; Voting of Proxies	15	Employment Arrangements	61
Revocability of Proxies	15	Post-Employment Compensation Arrangements	61
Expenses of Soliciting Proxies	16	Potential Payments Upon Termination or Change in Control	62
Voting Results	16	Other Compensation Policies and Practices	63
CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE	16	CEO Pay Ratio	65
Corporate Governance Principles	16	Stockholder Advisory Vote on Named Executive Compensation	65
Board of Directors and Committee Self-Evaluations	17	Compensation and Human Capital Management Committee Report	66
Board Nomination Process	17	2023 Summary Compensation Table	67
Board Succession	18	2023 Grants of Plan-Based Awards Table	67
Independence of Directors	19	Outstanding Equity Awards at 2023 Fiscal Year-End	69
Board Leadership Structure	19	2023 Stock Vested Table	70
Presiding Director of Non-Employee Director Meetings	20	Pension Benefits and Nonqualified Deferred Compensation	70
Committee of Our Board of Directors	20	Tax and Accounting Considerations	70
Board and Committee Meetings and Attendance	20	Limitations on Liability and Indemnification Matters	71
Board Attendance at Annual Stockholders’ Meeting	21	Pay Versus Performance	72
Our Board of Directors’ Role in Risk Oversight	22	EQUITY COMPENSATION PLAN INFORMATION	78
Cybersecurity and Privacy Risk Oversight	24	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	78
Stockholder Engagement	25	ADDITIONAL INFORMATION	79
Communication with Directors	25	Stockholder Proposals to be Presented at Next Annual Meeting	79
Code of Business Conduct and Ethics	25	Available Information	79
ENVIRONMENT, SOCIAL AND GOVERNANCE	26	Electronic Delivery of Stockholder Communications	79
PROPOSAL NO. 1 ELECTION OF DIRECTORS	29	“Householding” — Stockholders Sharing the Same Last Name and Address	80
Nominees for Director	29	NON-GAAP FINANCIAL MEASURES	80
Non-Employee Director Cash and Equity Compensation	32	OTHER MATTERS	81
Non-Employee Director Compensation	33	Appendix A - Certificate of Amendment of Amended and Restated Certificate of Incorporation	82
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	35	Appendix B - Reconciliation of GAAP to Non-GAAP Financial Information	84
		Proxy Card	85

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